Sanara MedTech Inc. (SMTI) SEC Filings

Sanara MedTech Inc. (SMTI) announced that it has entered into a definitive agreement for MiMedx Group, Inc. to acquire Sanara, aiming to form a leading regenerative medicine company across multiple surgical subspecialties. The combination is described as complementary, expanding the portfolio of regenerative products supported by clinical evidence.

The transaction is expected to close by the end of the year, subject to customary closing conditions, including regulatory approvals and approval of Sanara’s stockholders. Until closing, Sanara and MiMedx will continue to operate as separate companies and existing distributor agreements and day-to-day contacts remain unchanged. Sanara highlights integration planning efforts and directs questions to a dedicated integration email. The communication also includes extensive forward-looking statement cautions and explains that a registration statement on Form S-4 with a joint proxy statement/prospectus will be filed with the SEC, which investors are urged to read when available.

Sanara MedTech Inc. reported higher sales for the quarter and six months ended June 30, 2026, while essentially breaking even year-to-date after winding down its THP segment. Net revenue rose to $28.1 million in the quarter and $55.9 million for six months, driven mainly by soft tissue repair products. Operating income from continuing operations was $1.8 million for the quarter and $4.4 million year-to-date, but higher interest and equity-method losses produced a quarterly net loss attributable to shareholders of $452,864. For the six months, net income attributable to shareholders was $6,093, compared with a significant loss a year earlier, as discontinued THP operations no longer weigh on results.

Cash from operating activities was $(426,935) for the six months, reflecting lower accrued bonuses and higher interest payments. Cash and cash equivalents were $15.4 million and long-term debt under the CRG Term Loan was $46.5 million, with annual minimum revenue covenants rising to $85.0 million for 2026. Shareholders’ equity increased to $7.9 million, supported by share-based compensation and reduced accumulated deficit.

MiMedx Group, Inc. filed an amendment to its prior report on the merger with Sanara MedTech Inc. to correct the allocation of termination fees: Sanara would owe $9,660,336.00 in specified circumstances and MiMedx would owe $22,540,785.00 if it fails to close when required.

Under the Agreement and Plan of Merger, Sanara will merge into a MiMedx subsidiary and become a wholly owned subsidiary of MiMedx. Each share of Sanara common stock (other than excluded and appraisal shares) will be converted into $33.00 in cash plus 0.4735 shares of MiMedx common stock, with the stock portion valued at $2.00 per share based on a five‑day average. Sanara equity awards will be cashed out based on this consideration.

The transaction is subject to Sanara stockholder approval, antitrust clearance, effectiveness of a Form S‑4 registration statement, Nasdaq listing of the MiMedx shares, and customary conditions, including no material adverse effect on Sanara. MiMedx obtained a $300.0 million first‑lien senior secured term loan commitment to finance the merger and refinance its existing credit agreement. A voting agreement covers Sanara holders representing about 38.9% of the voting power.

Sanara MedTech Inc. reported that it issued a press release on August 11, 2026 announcing its financial results for the quarter ended June 30, 2026. The press release is included as Exhibit 99.1 to this current report and is treated as information furnished rather than filed under the Exchange Act.

Sanara MedTech Inc. reported second quarter 2026 net revenue of $28.1 million, up 9% from $25.8 million a year earlier, driven by an 11% increase in soft tissue repair product sales, partially offset by lower bone fusion product revenue. Gross margin rose to 93%, with gross profit of $26.2 million. However, higher selling, general and administrative expenses, including about $1.1 million of legal and advisory costs for corporate strategic initiatives, and increased interest expense led to operating income declining to $1.8 million from $2.5 million and a net loss from continuing operations of $0.4 million, versus net income of $0.5 million in 2025.

For the first six months of 2026, net revenue increased 14% to $55.9 million, operating income improved to $4.4 million from $3.3 million, and Adjusted EBITDA rose to $9.3 million from $7.4 million. Net loss from continuing operations was $13,457, essentially breakeven per share. Cash and cash equivalents were $15.4 million and long-term debt $46.5 million at June 30, 2026, and net cash used in operating activities was $0.4 million. Management highlighted a pending transformational agreement under which Sanara is expected to be acquired by MIMEDX, subject to customary closing conditions, and noted continued focus on expanding its surgical product portfolio, including the planned first-quarter 2027 introduction of OsStic.

Sanara MedTech Inc. filed an amendment correcting termination fee amounts in its previously disclosed merger agreement with MiMedx Group, Inc. The Company, which will merge into a MiMedx subsidiary and become a wholly owned subsidiary of MiMedx, confirmed that each Sanara share will be converted into $33.00 in cash plus 0.4735 shares of MiMedx common stock, with the stock portion stated to represent a value of $2.00 per share based on a five‑day average price. The agreement includes customary covenants, non‑solicitation provisions with a Superior Proposal framework, regulatory and stockholder approval conditions, and an outside date of July 29, 2027, extendable to January 29, 2028 for antitrust approvals. Sanara would owe MiMedx a $9,660,336.00 termination fee in specified scenarios, while MiMedx would owe Sanara $22,540,785.00 if it fails to close when required. A voting agreement covers stockholders holding approximately 38.9% of Sanara’s voting power.

Sanara MedTech Inc. amended a prior current report to correct termination fee amounts in its merger agreement with MiMedx Group, Inc., lowering Sanara’s cash termination fee obligation to $9,660,336.00 and increasing MiMedx’s reverse termination fee to $22,540,785.00.

Under the Agreement and Plan of Merger, a MiMedx subsidiary will merge into Sanara, which will survive as a wholly owned subsidiary of MiMedx. At closing, each share of Sanara common stock (other than excluded or appraisal shares) will be converted into $33.00 in cash plus 0.4735 shares of MiMedx common stock, with the stock portion valued at $2.00 per share based on a five-day average. Sanara equity awards will be cashed out and/or converted based on this merger consideration. Closing is subject to stockholder approval, antitrust and other regulatory clearances, effectiveness of an S-4 registration, Nasdaq listing of MiMedx shares, and customary conditions including absence of a Material Adverse Effect. A Voting Agreement covers holders representing about 38.9% of Sanara’s voting power. If completed, Sanara shares will be delisted from Nasdaq and deregistered.

Sanara MedTech Inc. received an amended Schedule 13G from investment advisor Christopher M. Plahm, relating to its common stock. The amendment reports that Plahm, Tall Pines Capital, LLC, and Stonebridge Wealth Management, LLC now beneficially own 0 shares of Sanara MedTech common stock, representing 0.0% of the class, with no sole or shared voting or dispositive power. The filing characterizes this as ownership of 5 percent or less of the class as of July 30, 2026.

Sanara MedTech Inc. describes a proposed business combination with MiMedx Group, Inc., emphasizing that statements about timing and anticipated benefits are forward-looking and subject to numerous risks and uncertainties. These include regulatory approvals, Sanara stockholder approval, potential termination of the merger agreement (including a possible termination fee), litigation risk, transaction costs, management distraction, and broader economic and industry conditions.

MiMedx plans to file a registration statement on Form S-4, including a proxy statement/prospectus for Sanara stockholders. Investors are urged to read that document and related SEC filings in full when available. The communication clarifies it is not an offer to sell or solicit securities, nor a solicitation of any vote or approval.